THERMO OPPORTUNITY FUND INC
N-30D, 1998-07-31
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                                     [LOGO]

                         THERMO OPPORTUNITY FUND, INC.
                               SEMI-ANNUAL REPORT

                                  MAY 31, 1998
                                  (UNAUDITED)
- --------------------------------------------------------------------------------

<PAGE>

THE THERMO OPPORTUNITY FUND, INC.

Thermo Opportunity Fund is a non-diversified,  closed-end  management investment
company that invests  primarily in securities  issued by  subsidiaries of Thermo
Electron  Corporation (Thermo Electron or TMO). The Fund's investment  objective
is to seek long-term capital appreciation.

Stock

Ticker Symbol                 TMF
(American Stock Exchange)

Market Price
as of 5/31/98              $10.50

Net Asset Value
as of 5/31/98              $12.85

Shares Outstanding      1,760,417

Portfolio Sectors

Cash                                    2.8%
Private Placements                      9.9%
Common Stocks:  Non-TMO Subsidiaries    7.1%
Common Stocks:  TMO Subsidiaries       80.2%

                                        ----------------------------------------
                                                         THERMO OPPORTUNITY FUND
1
<PAGE>

LETTER TO SHAREHOLDERS                                              July 8, 1998
- --------------------------------------------------------------------------------

DEAR FELLOW SHAREHOLDERS:

The stock market's  continuing  focus on a shrinking  number of the largest U.S.
companies has resulted in disappointing  performance for the investments in your
Fund. At the same time, in a vicious circle, this lagging performance has caused
some investors to question if there is something  wrong with the Thermo Electron
spin-out   strategy  or  with  the  underlying   fundamentals  of  many  of  its
subsidiaries.  These are both very  important and  pertinent  issues on which we
have been, and remain, closely focused.

THE SPIN-OUT STRATEGY

Regarding the Thermo Electron's spin-out strategy,  over the last two years, too
many  Thermo  Electron  subsidiaries  have been "spun out" too  quickly  for the
market to  absorb.  At the same time,  too many of those  that are  public  have
raised  additional  equity  capital too often for the  benefits of their  strong
underlying  fundamentals to accrue to shareholders.  We believe this has changed
and, as investors come to appreciate  the importance of this change,  the shares
of the  subsidiaries  should begin to perform more in line with their underlying
fundamentals.

Calendar  1997 saw half the number of spin-outs as 1996,  and through the middle
of 1998,  only one new Thermo company has had an Initial Public  Offering (IPO).
Even more  importantly,  the Thermo  companies  have recently  demonstrated  new
flexibility and openness regarding their capital structure,  which should result
in fewer dilutive equity  offerings and potentially  improved  valuations in the
marketplace. As examples of this change, Thermo Power will soon become the first
subsidiary  to  issue  non-convertible  debt  to pay for an  acquisition,  while
Thermedics has offered to repurchase the outstanding shares of its Thermo Voltek
subsidiary.  (Note:  Thermo Power and Thermo Voltek were the best  performing of
the Thermo Electron  subsidiaries in the first half of fiscal 1998.) Finally, we
expect the slower  pace of IPOs and  secondary  offerings  to result in improved
promise for the  private  placements  held in your Fund,  as they are allowed to
mature and grow prior to potential IPOs.

PORTFOLIO CHARACTERISTICS

At the same time  that the  environment  for the  Thermo  Electron  subsidiaries
should  begin to improve,  their  underlying  fundamentals,  on balance,  remain
excellent and are getting better. In addition,  the Thermo  Opportunity Fund has
been  fortunate  so far  this  year  to  have  only  modest  exposure  to  those
subsidiaries where operating results have been disappointing.

Detailed in the following table are the portfolio  characteristics of the Thermo
Opportunity Fund (TMF) on a capitalization-weighted basis, showing the growth of
revenues and earnings in 1997,  consensus  forecasts for growth in 1998, and the
average multiple of earnings compared to both large and small companies. Whether
looking  forward or back,  the  companies  that make up your Fund have  superior
characteristics while selling at comparable -- or lower -- valuations.

2
<PAGE>

                           PORTFOLIO CHARACTERISTICS
- --------------------------------------------------------------------------------
                                                             S&P       S&P
                                                    TMF      500    Small Cap.
- --------------------------------------------------------------------------------
Change in Revenues ('97 vs. '96)*                  47.0%     14.0%       n/a
- --------------------------------------------------------------------------------
Change in Earnings ('97 vs. '96)                   21.0%     11.0%     20.0%
- --------------------------------------------------------------------------------
Change in Earnings ('98E vs. '97)                  36.0%      5.0%     15.0%
- --------------------------------------------------------------------------------
Price/Earnings Ratio (1998)                        22.3X     24.3X     21.1X
- --------------------------------------------------------------------------------
Price/Earnings Ratio Relative to S&P 500 (1998)    0.92X       n/a     0.88X
- --------------------------------------------------------------------------------
*    Source:  Baseline.  Historical results not adjusted for pooling of interest
     mergers.
- --------------------------------------------------------------------------------


While we cannot  predict when the disfavor in which these  companies,  and small
companies in general,  will end,  the market is efficient  enough that over time
these kinds of anomalies are always corrected. In the meantime, we will continue
to focus on the Thermo  Electron  subsidiaries  and related  companies  that are
demonstrating success in their businesses and accruing long-term value for their
shareholders.

Sincerely,

/s/ Gregory E. Ratte'

Gregory E. Ratte',
Chairman of the Board

                                        ----------------------------------------
                                                         THERMO OPPORTUNITY FUND
3
<PAGE>

               THERMO OPPORTUNITY FUND INTERIM PERFORMANCE UPDATE
                            FROM 11/28/97 TO 5/29/98

[GRAPHIC OMITTED]

                    THERMO OPPORTUNITY FUND INDUSTRY GROUPS
                                  MAY 31, 1998

                   Private Placements                     9.9%
                   Advanced Technologies                 11.1%
                   Cash                                   2.8%
                   Bio-Medical Products                  20.0%
                   Process Equipment                      4.5%
                   Alternative Energy Systems            11.3%
                   Instruments                           40.4%

4
<PAGE>

THE THERMO OPPORTUNITY FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1998 (UNAUDITED)
================================================================================
ASSETS
Investment securities:
   At amortized cost (Original cost $22,921,882) ..............    $ 22,921,882
                                                                   ============
   At market value (Note 1) ...................................    $ 21,978,172
Investments in repurchase agreements (Note 1) .................         349,000
Cash ..........................................................             467
Interest receivable ...........................................             150
Receivable for securities sold ................................         174,494
Organization expenses, net (Note 1) ...........................         116,744
Other assets ..................................................          20,840
                                                                   ------------
   TOTAL ASSETS ...............................................      22,639,867
                                                                   ------------
LIABILITIES
Payable to affiliates (Note 3) ................................          20,986
Other accrued expenses and liabilities ........................           3,907
                                                                   ------------
   TOTAL LIABILITIES ..........................................          24,893
                                                                   ------------
NET ASSETS ....................................................    $ 22,614,974
                                                                   ============
Net assets consist of:
Common stock - par value $0.001 per share
   Authorized 16,000,000 shares, Outstanding 1,760,417 shares .    $      1,760
Additional paid-in capital ....................................      24,384,927
Net investment loss ...........................................        (185,738)
Accumulated net realized losses from security transactions ....        (642,265)
Net unrealized depreciation on investments ....................        (943,710)
                                                                   ------------
Net assets ....................................................    $ 22,614,974
                                                                   ============
Net asset value per share (Note 1).............................    $      12.85
                                                                   ============

See accompanying notes to financial statements.

                                        ----------------------------------------
                                                         THERMO OPPORTUNITY FUND
5
<PAGE>

<TABLE>
<CAPTION>
THE THERMO OPPORTUNITY FUND, INC.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MAY 31, 1998 (UNAUDITED)
===================================================================================
INVESTMENT INCOME
<S>                                                                     <C>        
   Interest ........................................................    $     8,382
                                                                        -----------
EXPENSES
   Investment advisory fees (Note 3) ...............................         88,740
   Administrative services fees (Note 3) ...........................         30,000
   Directors' fees and expenses ....................................         19,153
   Amortization of organization expenses (Note 1) ..................         18,000
   Professional fees ...............................................         12,154
   Insurance expense ...............................................          9,318
   Reports to shareholders .........................................          7,688
   Transfer agent fees .............................................          4,621
   Exchange listing fees ...........................................          2,917
   Custodian fees ..................................................          1,529
                                                                        -----------
      TOTAL EXPENSES ...............................................        194,120
                                                                        -----------
NET INVESTMENT LOSS ................................................       (185,738)
                                                                        -----------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
   Net realized gains from security transactions ...................        163,976
   Net change in unrealized appreciation/depreciation on investments      1,478,470
                                                                        -----------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS ...................      1,642,446
                                                                        -----------
NET INCREASE IN NET ASSETS FROM OPERATIONS .........................    $ 1,456,708
                                                                        ===========
</TABLE>

See accompanying notes to financial statements.

6
<PAGE>

<TABLE>
<CAPTION>
THE THERMO OPPORTUNITY FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS ENDED MAY 31, 1998 AND NOVEMBER 30, 1997
=====================================================================================================
                                                                        SIX MONTHS          YEAR
                                                                           ENDED            ENDED
                                                                        MAY 31, 1998     NOVEMBER 30,
                                                                        (UNAUDITED)          1997
- -----------------------------------------------------------------------------------------------------
FROM OPERATIONS:
<S>                                                                     <C>              <C>     
   Net investment loss .............................................    $ (  185,738)    $ (  290,787)
   Net realized gains (losses) from security transactions ..........         163,976         (798,741)
   Net change in unrealized appreciation/depreciation on investments       1,478,470       (1,694,880)
                                                                        ------------     ------------
Net increase (decrease) in net assets from operations ..............       1,456,708       (2,784,408)
                                                                        ------------     ------------
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income ......................................              --         (105,625)
                                                                        ------------     ------------
NET INCREASE (DECREASE) IN NET ASSETS ..............................       1,456,708       (2,890,033)

NET ASSETS:
   Beginning of period .............................................      21,158,266       24,048,299

   End of period ...................................................    $ 22,614,974     $ 21,158,266
                                                                        ============     ============

UNDISTRIBUTED NET INVESTMENT INCOME ................................    $   (185,738)    $         --
                                                                        ============     ============
</TABLE>

See accompanying notes to financial statements.

                                        ----------------------------------------
                                                         THERMO OPPORTUNITY FUND
7
<PAGE>

<TABLE>
<CAPTION>
THE THERMO OPPORTUNITY FUND, INC.
FINANCIAL HIGHLIGHTS
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
==========================================================================================================
                                                               SIX MONTHS           YEAR          PERIOD
                                                                  ENDED             ENDED          ENDED
                                                              MAY 31, 1998       NOVEMBER 30,   NOVEMBER 30,
                                                               (UNAUDITED)          1997          1996(A)
- ----------------------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>            <C>      
Net asset value at beginning of period .....................    $   12.02         $   13.66      $   14.10
                                                                ---------         ---------      ---------
Income from investment operations:
   Net investment income (loss) ............................        (0.11)            (0.17)          0.07
   Net realized and unrealized gains (losses) on investments         0.94             (1.41)         (0.42)
                                                                ---------         ---------      ---------
Total from investment operations ...........................         0.83             (1.58)         (0.35)
                                                                ---------         ---------      ---------
Less distributions:
   Dividends from net investment income ....................           --             (0.06)            --
                                                                ---------         ---------      ---------
Effect of initial public offering costs ....................           --                --          (0.09)
                                                                ---------         ---------      ---------
Net asset value at end of period ...........................    $   12.85         $   12.02      $   13.66
                                                                =========         =========      =========
Market value at end of period ..............................    $   10.50         $    9.50      $   13.75
                                                                =========         =========      =========
Total investment return based on net asset value ...........       13.85%(C)        (11.59%)        (3.12%)
                                                                =========         =========      =========
Total investment return based on market value ..............       21.11%(C)        (30.56%)        (2.48%)
                                                                =========         =========      =========
Net assets at end of period (000's) ........................    $  22,615         $  21,158      $  24,048
                                                                =========         =========      =========
Ratio of expenses to average net assets(B) .................        1.75%(C)          1.66%          1.53%(C)

Ratio of net investment income (loss) to average net assets        (1.67%)(C)        (1.33%)         1.62%(C)

Portfolio turnover rate ....................................          32%(C)            47%            12%(C)

Average commission rate on investment transactions .........    $  0.0511         $  0.0483      $  0.0509
</TABLE>

(A)  Represents the period from the initial public offering of shares (August 6,
     1996) through November 30, 1996. No income was earned or expenses  incurred
     from the  commencement  of  operations  through the date of initial  public
     offering.

(B)  Absent fee waivers,  the ratio of expenses to average net assets would have
     been 1.81% and 1.56%(C) for the periods  ended  November 30, 1997 and 1996,
     respectively.

(C)  Annualized.

See accompanying notes to financial statements.

8
<PAGE>

THE THERMO OPPORTUNITY FUND, INC.
PORTFOLIO OF INVESTMENTS
MAY 31, 1998 (UNAUDITED)
================================================================================
                                                                      MARKET
    SHARES       INVESTMENT SECURITIES -- 97.2%                        VALUE
- --------------------------------------------------------------------------------
                 COMMON STOCKS -- 95.9%
                 INSTRUMENTS -- 40.4%

     123,066     Metrika Systems Corp.* .......................    $  2,138,272
      33,333     ONIX Systems, Inc.* ..........................         454,162
     201,600     Thermo Optek Corp.* ..........................       3,175,200
      98,050     Thermo Voltek Corp.* .........................         686,350
      54,500     ThermoQuest Corp.* ...........................         817,500
      89,900     ThermoSpectra Corp.* .........................         994,519
     125,694     Thermo Vision Corp.* .........................         879,858
                                                                   ------------
                                                                   $  9,145,861
                                                                   ------------
                 BIO-MEDICAL PRODUCTS-- 20.0%
       9,000     Photoelectron Corp.* .........................    $     67,500
      34,600     Thermedics, Inc.* ............................         493,050
     110,400     Thermo Cardiosystems, Inc.* ..................       2,484,000
      86,900     Trex Medical Corp.* ..........................       1,466,438
                                                                   ------------
                                                                   $  4,510,988
                                                                   ------------
                 ALTERNATIVE ENERGY SYSTEMS -- 11.3%
     345,100     KFX, Inc.* ...................................    $  1,078,437
      48,250     Thermo Ecotek Corp.* .........................         765,969
      61,700     Thermo Power Corp.* ..........................         701,837
                                                                   ------------
                                                                   $  2,546,243
                                                                   ------------
                 ADVANCED TECHNOLOGIES -- 11.1%
       2,000     DocuCorp International, Inc.* ................    $     15,250
       3,000     OAO Technology Solutions, Inc.* ..............          15,750
      10,000     Safeguard Scientifics, Inc.* .................         430,625
      44,400     Thermedics Detection, Inc.* ..................         427,350
      26,015     ThermoLase Corp.* ............................         160,968
      73,900     ThermoTrex Corp.* ............................       1,468,762
                                                                   ------------
                                                                   $  2,518,705
                                                                   ------------
                 PRIVATE PLACEMENTS -- 8.6%
     100,000     Thermo Eurotech N.V.* (Environmental Services)    $    425,000
      50,000     Thermo Information Solutions*
                 (Advanced Technologies) ......................         500,000
      50,000     Thermo Trilogy Corp.* (Environmental Services)         412,500
     150,000     Trex Communications, Inc.* (Advanced Technologies)     600,000
                                                                   ------------
                                                                   $  1,937,500
                                                                   ------------
                 PROCESS EQUIPMENT -- 4.5%
     104,500     Thermo Fibergen, Inc.* .......................    $  1,018,875
                                                                   ------------

                 TOTAL COMMON STOCKS (Cost $22,621,882)........    $ 21,678,172
                                                                   ------------

                                        ----------------------------------------
                                                         THERMO OPPORTUNITY FUND
9
<PAGE>

THE THERMO OPPORTUNITY FUND, INC.
PORTFOLIO OF INVESTMENTS (CONTINUED)
================================================================================
                                                                      MARKET
    SHARES       LIMITED LIABILITY COMPANIES -- 1.3%                   VALUE
- --------------------------------------------------------------------------------
     100,000     Cosmetic Laser Services L.L.C.* ..............    $    100,000
     200,000     Cosmetic Laser Services II L.L.C.* ...........         200,000
                                                                   ------------
                 TOTAL LIMITED LIABILITY COMPANIES (Cost $300,000) $    300,000
                                                                   ------------
                 TOTAL INVESTMENT SECURITIES (Cost $22,921,882)    $ 21,978,172
                                                                   ------------
================================================================================
     FACE                                                              MARKET
    AMOUNT       REPURCHASE AGREEMENTS(1) -- 1.5%                       VALUE
- --------------------------------------------------------------------------------
$    349,000     Fifth Third Bank, 5.15%, dated 5/29/98,
- ------------     due 6/01/98, repurchase proceeds $349,150         $    349,000
                                                                   ------------
$    349,000     TOTAL REPURCHASE AGREEMENTS (Cost $349,000)       $    349,000
============                                                       ------------
                 TOTAL INVESTMENT SECURITIES AND
                 REPURCHASE AGREEMENTS -- 98.7%                    $ 22,327,172

                 OTHER ASSETS IN EXCESS OF LIABILITIES -- 1.3%          287,802
                                                                   ------------
                 NET ASSETS -- 100.0%                              $ 22,614,974
                                                                   ============

*    Non-income producing security.

(1)  Repurchase   agreements  are  fully   collateralized  by  U.S.   Government
     obligations.

     See accompanying notes to financial statements.

10
<PAGE>

THE THERMO OPPORTUNITY FUND, INC.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1998 (UNAUDITED)
================================================================================

1.   SIGNIFICANT ACCOUNTING POLICIES
The Thermo Opportunity Fund, Inc. (the Fund) was organized under Maryland law on
May 16,  1996 as a  non-diversified,  closed-end  investment  company.  The Fund
commenced  operations on June 19, 1996, when Brundage,  Story and Rose, llc (the
Adviser),  purchased  6,667  shares at $15.00 per share to provide the Fund with
its initial  $100,000  of capital.  The Fund  commenced  the public  offering of
shares on August 6, 1996. The Fund is listed on the American Stock Exchange with
a symbol of "TMF."

The Fund's investment objective is to seek long-term capital  appreciation.  The
Fund seeks to  achieve  its  investment  objective  by  investing  primarily  in
securities  issued by  direct  and  indirect  subsidiaries  of  Thermo  Electron
Corporation (Thermo Electron).  The Fund may also invest in securities issued by
companies not  affiliated  with Thermo  Electron  which either (i) engage in the
same or related industries as Thermo Electron or one or more of its subsidiaries
or (ii)  practice  a  spin-out  strategy  similar  to that  practiced  by Thermo
Electron.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation -- The Fund's portfolio securities are valued weekly (each
Friday)  and on the  last  business  day of each  month  as of the  close of the
regular session of trading on the New York Stock Exchange  (currently 4:00 p.m.,
Eastern time).  Portfolio  securities  listed on stock  exchanges and securities
traded in the  over-the-counter  market  are valued at the last sale price as of
the close of business on the day the securities are being valued. Securities not
traded on a  particular  day,  or for which the last sale  price is not  readily
available,  are valued at the  closing  bid price  quoted by  brokers  that make
markets in the  securities.  Corporate bonds are valued at their most recent bid
price  as  obtained  from  one or more  of the  major  market  makers  for  such
securities or are valued at an estimated fair value obtained from an independent
pricing service based upon such factors as maturity,  coupon, issuer and type of
security.  If market  quotations are not readily  available,  securities will be
valued at fair value as determined in good faith by the Adviser  consistent with
procedures approved by the Board of Directors.

Repurchase agreements -- Repurchase agreements, which are collateralized by U.S.
Government  obligations,  are  valued  at  cost  which,  together  with  accrued
interest,  approximates market.  Collateral for repurchase agreements is held in
safekeeping in the customer-only  account of the Fund's custodian at the Federal
Reserve  Bank.  At the time the Fund enters  into a  repurchase  agreement,  the
seller agrees that the value of the  underlying  securities,  including  accrued
interest,  will  be  equal  to or  exceed  the  face  amount  of the  repurchase
agreement.  The Fund enters into repurchase  agreements  only with  institutions
deemed to be creditworthy by the Adviser,  including the Fund's custodian, banks
having  assets in excess of $10 billion and primary U.S.  Government  securities
dealers.

Share  valuation -- The net asset value of the Fund is  calculated  weekly (each
Friday) and on the last  business  day of each month by dividing the total value
of the Fund's assets, less liabilities, by the number of shares outstanding.

Investment  income--  Interest  income is accrued as earned.  Dividend income is
recorded on the ex-dividend date. Discounts and premiums on securities purchased
are   accreted/amortized   in  accordance  with  income  tax  regulations  which
approximate generally accepted accounting principles.

                                        ----------------------------------------
                                                         THERMO OPPORTUNITY FUND
11
<PAGE>

================================================================================
Distributions to shareholders -- Dividends  arising from net investment  income,
if any, are declared and paid annually.  Net realized  short-term capital gains,
if any,  may be  distributed  throughout  the  year and net  realized  long-term
capital  gains,  if any,  are  distributed  at  least  once  each  year.  Income
distributions  and capital gain  distributions are determined in accordance with
income tax regulations.

Security  transactions -- Security  transactions  are accounted for on the trade
date. Securities sold are valued on a specific identification basis.

Organization  expenses and offering  costs -- Expenses of  organization,  net of
certain  expenses  paid by the  Adviser,  have  been  capitalized  and are being
amortized  on a  straight-line  basis over five years.  Expenses  related to the
offering of shares have been charged against capital.

Estimates  --  The  preparation  of  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities at the
date of the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.

Federal  income  tax -- It is the  Fund's  policy  to  comply  with the  special
provisions  of the  Internal  Revenue Code  available  to  regulated  investment
companies.  As provided therein, in any fiscal year in which a Fund so qualifies
and  distributes  at least 90% of its taxable net income,  the Fund (but not the
shareholders) will be relieved of federal income tax on the income  distributed.
Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
fiscal year ended November 30) plus undistributed amounts from prior years.

The  following  information  is based upon federal  income tax cost of portfolio
investments (excluding repurchase agreements) as of May 31, 1998:

- --------------------------------------------------------------------------------
Gross unrealized appreciation .........................            $  2,129,693
Gross unrealized depreciation .........................              (3,138,252)
                                                                   ------------ 
Net unrealized depreciation ...........................            $ (1,008,559)
                                                                   ============ 
Federal income tax cost ...............................            $ 22,986,731
                                                                   ============
- --------------------------------------------------------------------------------
The difference between the federal income tax cost of portfolio  investments and
the  financial  statement  cost  is due to  certain  timing  differences  in the
recognition of capital losses under generally accepted accounting principles and
income tax regulations.

As of November 30, 1997,  the Fund had capital  loss  carryforwards  for federal
income tax  purposes of  $741,392,  none of which  expire  prior to November 30,
2004. These capital loss carryforwards may be utilized in the current and future
years to offset net realized  capital gains prior to distributing  such gains to
shareholders.

12
<PAGE>

================================================================================

2.   INVESTMENT TRANSACTIONS
Purchases and proceeds from sales and maturities of investment securities, other
than   short-term   investments,   amounted  to   $3,522,679   and   $4,058,768,
respectively, during the six months ended May 31, 1998.

3.   TRANSACTIONS WITH AFFILIATES
Certain Directors and officers of the Fund are principals at Brundage, Story and
Rose,  llc  (the  Adviser).  Certain  officers  of  the  Fund  are  officers  of
Countrywide Fund Services, Inc. (CFS), the administrative services agent for the
Fund.

ADVISORY AGREEMENT
The Fund's  investments  are managed by the Adviser  pursuant to the terms of an
Advisory Agreement.  Under the Advisory  Agreement,  the Fund pays the Adviser a
fee, computed and accrued daily and paid monthly,  at an annual rate of 0.80% of
its average daily net assets.

ADMINISTRATIVE SERVICES AGREEMENT
Under the terms of the  Administrative  Services  Agreement between the Fund and
CFS, CFS supplies non-investment related statistical and research data, internal
regulatory compliance services and executive and administrative services for the
Fund.  CFS  calculates  the weekly  and month end net asset  value per share and
maintains  the  financial  books  and  records  of  the  Fund,   supervises  the
preparation of tax returns,  reports to shareholders of the Fund, reports to and
filings with the Securities and Exchange Commission,  and materials for meetings
of the Board of Directors. For the performance of these administrative services,
CFS receives a monthly fee based on the Fund's average daily net assets, subject
to a monthly minimum.

4.   RESULTS OF ANNUAL MEETING OF STOCKHOLDERS
On April 28, 1998,  the Annual Meeting of  Stockholders  of the Fund was held to
elect two Directors and to ratify or reject the selection of Arthur Andersen LLP
as independent  auditors for the Fund's current fiscal year. The total number of
shares of the Fund present by proxy  represented 86.4% of the shares entitled to
vote at the meeting. Each of the matters submitted to stockholders was approved.

The results of the voting for the election of two Directors was as follows:  (1)
incumbent  nominee  Henson L. Jones,  Jr. --  1,470,543  shares for election and
49,879  shares  withholding  authority  and  (2)  incumbent  nominee  Hollis  S.
McLoughlin  --  1,468,042  shares for  election  and 52,380  shares  withholding
authority.  The results of the voting for or against the  ratification of Arthur
Andersen  LLP as  independent  auditors  was as  follows:  1,490,404  shares for
ratification, 22,993 shares against ratification and 7,025 shares abstained.

                                        ----------------------------------------
                                                         THERMO OPPORTUNITY FUND
13
<PAGE>

================================================================================
THERMO OPPORTUNITY FUND, INC.

312 Walnut Street, 21st Floor
Cincinnati, Ohio  45202

BOARD OF DIRECTORS
Francis S. Branin, Jr.
Blair M. Brewster
Henson L. Jones, Jr.
Hollis S. McLoughlin
Gregory E. Ratte'

INVESTMENT ADVISER
Brundage, Story and Rose, llc
One Broadway
New York, New York  10004

TRANSFER AGENT
Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio  45263

SHAREHOLDER SERVICES
Nationwide: (Toll Free) 888-254-6872


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<NAME>                        THE THERMO OPPORTUNITY FUND, INC.
       
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